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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
U.S. WIRELESS DATA, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
No Par Value Class A Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
912 899 101
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
John M. Liviakis, 2420 "K" St., Suite 220, Sacramento, Ca 95816, (916) 448-6084
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 16, 1997
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 912 899 101 PAGE 2 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liviakis Financial Communications, Inc.
68-0311399
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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7 SOLE VOTING POWER
123,750
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 123,750
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 912 899 101 PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Liviakis
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,625,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,625,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 912 899 101 PAGE 4 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renee A. Liviakis
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 912 899 101 PAGE 5 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Prag
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
916,250
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 916,250
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
Page 6 of 9
1. SECURITY AND ISSUER.
The title of the class of equity securities to which this amended
statement relates is No Par Value Class A Common Stock (the "Common Stock"),
issued by U.S. Wireless Data, Inc., a Colorado corporation (the "Corporation").
The principal offices of the Corporation are located at 4851 Independence
Street, Suite 189, Wheat Ridge, Colorado 80033.
2. IDENTITY AND BACKGROUND.
This statement is filed by Liviakis Financial Communications, Inc., a
California corporation ("LFC"), John M. Liviakis ("JML"), Renee A. Liviakis
("RAL"), and Robert B. Prag ("RBP"). LFC's principal business is as a consultant
in the areas of investor communications, financial and investor public relations
and corporate finance. LFC's principal business and principal office address is
2420 "K" Street, Suite 220, Sacramento, California 95816.
LFC's President is JML, its Senior Vice President is RBP, and its Chief
Financial Officer, Treasurer and Secretary is RAL. JML, RBP and RAL are the only
executive officers of LFC. The activities associated with these positions
constitute the principal occupation and employment of JML, RBP and RAL,
respectively. JML, RBP and RAL are LFC's only directors, and JML and RAL are its
sole stockholders. JML, RBP and RAL are citizens of the United States, and their
business address is LFC's principal business address listed above.
During the last five years, none of LFC, JML, RBP and RAL has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during such period none of them has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which was to subject such person to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Consulting Agreement dated as of July 25, 1997 by and
between the Corporation and LFC (the "Consulting Agreement"), the Corporation
has agreed to issue an aggregate of 300,000 shares of the Corporation's Common
Stock. Of such shares, 165,000 are to be issued on November 15, 1997, and the
balance of 135,000 shares is to be issued in monthly increments of 15,000 shares
each on the first day of each month from December 1997 through August 1998.
Seventy-five percent of each
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Page 7 of 9
increment of shares so issued shall be issued to LFC, and twenty-five percent of
each such increment shall be issued to RBP. Under the Consulting Agreement, LFC
undertakes to perform certain investor communications, financial and investor
public relations, corporate finance and related services for the Corporation. A
copy of the Consulting Agreement was filed with the original statement on
Schedule 13D as Exhibit 1.
In addition, JML and RBP each purchased shares of Common Stock and
warrants to purchase shares of Common Stock from the Corporation in private
transactions. Pursuant to a Subscription Agreement between the Corporation and
JML entered into August 6, 1997 (the "JML Subscription Agreement"), on August 6,
1997 JML purchased, for an aggregate purchase price of $375,000, 2,625,000
shares of Common Stock and warrants first exercisable on January 15, 1998 and
expiring August 1, 2002 to purchase up to 1,200,000 additional shares of Common
Stock at an exercise price of One Cent ($0.01) per share ("Warrants"). Pursuant
to a Subscription Agreement between the Corporation and RBP entered into August
6, 1997 (the "RBP Subscription Agreement" and collectively with the JML
Subscription Agreement, the "Subscription Agreements"), on August 6, 1997 RBP
purchased, for an aggregate purchase price of $125,000, 875,000 shares of Common
Stock and Warrants to purchase up to 400,000 additional shares of Common Stock.
Copies of the JML Subscription Agreement, the RBP Subscription Agreement, and
the certificate representing Warrants were filed with the original statement on
Schedule 13D as Exhibits 2, 3 and 4, respectively.
This Amendment No. 1 to Schedule 13D is being filed to report 2,625,000
shares of the Corporation's Common Stock owned by JML, 875,000 shares of the
Corporation's Common Stock owned by RBP, 123,750 shares of the Corporation's
Common Stock which LFC first has the right to acquire within sixty (60) days of
the date hereof, and 41,250 shares of the Corporation's Common Stock which RBP
first has the right to acquire within sixty (60) days of the date hereof. In
addition, LFC, JML and RBP have the rights to acquire an additional 101,250,
1,200,000, and 433,750 shares of Common Stock, respectively, pursuant to the
Consulting Agreement, Warrants or both, which rights are first exercisable or
enforceable more than sixty days after the date of this Amendment No. 1 to
Schedule 13D.
The 225,000 shares of Common Stock which LFC has the right to receive in
the future, including the 123,750 shares of Common Stock which LFC has the right
to acquire within sixty days of the date of this Amendment No. 1 to Schedule
13D, will be issued by the Corporation to LFC in consideration of services
rendered and to be rendered by LFC. 75,000 of the shares of Common Stock which
RBP has the right to receive in the future, including the 41,250 shares of
Common Stock which RBP has the right to acquire within sixty days of the date of
this Amendment No. 1 to Schedule
<PAGE> 8
Page 8 of 9
13D, will be issued by the Corporation to RBP in consideration of services
rendered and to be rendered by LFC.
The 2,625,000 shares of Common Stock owned by JML were acquired,
together with 1,200,000 Warrants, by JML from the Corporation at an aggregate
cost of Three Hundred Seventy-Five Thousand Dollars ($375,000). The source of
funds used in purchasing such securities was JML's personal funds.
The 875,000 shares of Common Stock owned by RBP were acquired, together
with 400,000 Warrants, by RBP from the Corporation at an aggregate cost of One
Hundred Twenty-Five Thousand Dollars ($125,000). The source of funds used in
purchasing such securities was RBP's personal funds.
JML and RBP believe that the source of funds to be utilized by them,
respectively, to exercise Warrants will be their respective personal funds.
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC will, upon acquisition thereof, have the sole power to direct the
vote or disposition of the 123,750 shares of Common Stock which LFC has the
right to acquire within sixty days of the date of this Amendment No. 1. JML has
the sole power to direct the vote or disposition of the 2,625,000 shares of
Common Stock owned by JML. RBP has the sole power to direct the vote or
disposition of the 875,000 shares of Common Stock owned by RBP, and RBP will,
upon acquisition thereof, have the sole power to direct the vote or disposition
of the 41,250 shares of Common Stock which LFC has the right to acquire within
sixty days of the date of this Amendment No. 1.
LFC and RBP disclaim any beneficial interest in any shares of Common
Stock owned by JML or which JML has the right to acquire. LFC, JML and RAL
disclaim any beneficial interest in any shares of Common Stock owned by RBP or
which RBP has the right to acquire.
The 123,750 shares of Common Stock which LFC has the right to acquire
within sixty days of the date of this Amendment No. 1, and as to which following
acquisition LFC acting through its officers and directors would have the sole
power to direct the vote or disposition, represent approximately 1.3% of that
class of securities. JML, RAL and RBP, as the officers and directors of LFC,
would share the decision-making authority regarding directing the vote or
disposition of any securities owned by LFC. The 2,625,000 shares of Common Stock
that JML owns, and as to which JML has the sole power to direct the vote or
disposition, represent approximately 28.8% of that class of securities. The
916,250 shares of Common Stock that RBP owns or has the right to
<PAGE> 9
Page 9 of 9
acquire within sixty days of the date of this Amendment No. 1, and as to which
RBP has or following acquisition would have the sole power to direct the vote or
disposition, represent approximately 10.0% of that class of securities. The
3,665,000 shares of Common Stock which LFC, JML and RBP in the aggregate
presently own or have the right to acquire within sixty days of the date of this
Amendment No. 1, and as to which LFC, JML or RBP has or following acquisition
would have the sole power to direct the vote or disposition, represent
approximately 39.5% of that class of securities. In each case, the calculation
of the percentage of the class of Common Stock is based on the advice received
from the Corporation that including the shares of Common Stock issuable to JML
and RBP pursuant to the Subscription Agreements 9,122,102 shares of Common Stock
were outstanding as of September 25, 1997.
During the past sixty days, LFC, JML, RAL and RBP have not engaged in
any transactions in Common Stock, other than pursuant to the Consulting
Agreement as described herein.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 25, 1997
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By:/s/John M. Liviakis
----------------------------------
John M. Liviakis, President
/s/John M. Liviakis
-------------------------------------
John M. Liviakis
/s/Renee A. Liviakis
-------------------------------------
Renee A. Liviakis
/s/Robert B. Prag
-------------------------------------
Robert B. Prag
